Terms & Conditions

 

Last updated: 1st January 2021

This page outlines information about us and the legal terms and conditions (Terms) which apply to your use of our website, www.shoaly.com (the Site), the App (as defined below), and the Shoaly Platform (as defined below).

These Terms also refer to the following additional terms, which also apply to your use of our Site and platform:

    • - Our Privacy and Cookie Policy: this sets out the terms on which we process any personal data we collect from you or that you provide to us. By using our Site and/or the Shoaly Platform you consent to such processing and warrant that the data you provide to us is accurate;
  • - Other terms and conditions relating to third party software and data, details of which are set out in Schedule 1 at the end of these Terms.

Other products and services are also available through our Site and other terms and conditions apply to your use of those products and services. We will tell you which terms and conditions apply to a particular product or service and you must then accept them in order to use that product or service. Please email [email protected] for further information.

Please read these Terms carefully and make sure that you understand them before using the Site, the App, or Shoaly Platform. Please note that by using our Site, the apps, or Shoaly Platform, you agree to be bound by these Terms and any other documents expressly referred to in them.

We recommend that you save or print a copy of these Terms, so that you can keep them for future reference. However, we may amend these Terms from time to time, and so every time you wish to use our Site or platform, please check our Site for the latest version of the Terms as it is that version which will apply to your use of the Site, the App, and Platform.

1. Information about us

1.1 The Site is operated by Shoaly. References to “we”, “us” and “our” are references to Shoaly.

1.2 To contact us, please see our Contact Us page shoaly.com/contact

2. Definitions used in these Terms

2.1 We use a number of definitions in these Terms. Where you see the following words or phrases in these Terms they have the following meanings:

“App” means the “Shoaly” iOS or Android mobile applications;

“Intellectual Property Rights” means all copyright, database rights, rights in registered and unregistered trade marks and designs, service marks, community design rights, patents, utility models, supplementary protection certificates, know-how and any other similar rights, and any other intellectual property rights and any applications for registration of any such right (including UK Patent Application Numbers xxx), and the right to make any such applications, in each case in any part of the world, and all related goodwill;

“Software” means the software contained on or used in our Site and/or the Shoaly Platform from time to time.

“Trade Marks” means all registered and unregistered trade marks and designs of Shoaly Limited;

“Shoaly Data” means any databases or other data accessible through the Software.

“Shoaly Materials” means all the content and materials used in or available on or through our Site and/or Shoaly Platform and/or through the Apps and any other materials provided to you or made available to you by us, including the Software, Trade Marks and any other logos and designs;

“Website” means the Site

3. Rights in Shoaly Materials and your licence to use them

3.1 We are the owner or licensee of all of the Shoaly Materials and all Intellectual Property Rights in the Shoaly Materials. You acknowledge that in being permitted to use the Site and the Shoaly Materials as set out in these Terms the Intellectual Property Rights are licensed (not sold) to you, and that you have no other rights in, or to, the Intellectual Property Rights and nothing in these Terms shall be deemed to grant you any right, title or interest in the Shoaly Materials or any of the Intellectual Property Rights in the Shoaly Materials.

3.2 In consideration of you agreeing to abide by these Terms, we grant to you a non-assignable, non-transferable, non-exclusive and revocable licence to use the Intellectual Property Rights in the Shoaly Materials for the sole purpose of using the Site and the Shoaly Platform to the extent permitted by and in accordance with these Terms. Such licence is conditional on your compliance with these Terms and you keeping intact all copyright and other proprietary notices.

3.3 Except as expressly set out in clause 3.8, any copying, re-utilisation, extraction, reproduction or redistribution of Shoaly Materials or any of the Intellectual Property Rights in the Shoaly Materials is expressly prohibited, and this shall include but not be limited to copying or reproduction to any other server or location for further copying, reproduction or redistribution.

3.4 Except to the maximum extent permitted by law, you shall not, and shall not permit any third party to, adapt, reverse engineer, decompile, disassemble, modify, reproduce or create derivative works from any of the Shoaly Materials in any way without obtaining our express prior written consent in each instance.

3.5 You must not use the Shoaly Materials for any re-sale or sub-licensing purposes (whether for a fee or otherwise) including the distribution or provision (whether for a fee or otherwise) to any third-party.

3.6 You must ensure that all use you make of this Site, the Shoaly Platform and any part of the Shoaly Materials is at all times in compliance with all applicable law and the rules that we set out in clause 4, below.

3.7 You may use our logo, content and Trade Marks in accordance with these Terms and the guidelines published from time-to-time on our website. However, if you use our logo, content or Trade Marks, you do so acknowledging that this use is under license from us, and you agree that your use will not cause any confusion as to the ownership of such logo, content or Trade Marks.

4. Rules relating to your use of our Site and the Shoaly Platform

4.1 You are responsible for making all arrangements that may be necessary for you to have access to our Site, the App and the Shoaly Platform.

4.2 If at any time you are required to register or log in to our Site, the App, the Shoaly Platform or any part of either of them then you may choose or be provided with a username, user identification code, password or other piece of information forming part of our security procedures. You must treat such information as confidential, and you must keep it secure and not disclose it to any third party. We have the right to disable any user identification code, password or other piece of information forming part of our security procedures, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms or we believe that such code, password or other information has not been kept confidential and secure or has otherwise been misused.

4.3 Access to our Site, the App and the Shoaly Platform is permitted on a temporary basis, and we reserve the right to withdraw, amend and/or restrict access to any part of the Site, the Apps and/or the Shoaly Platform without notice. We will not be liable if for any reason any part of our Site, the Apps or the Shoaly Platform is unavailable or for which access is restricted, at any time or for any period.

4.4 Where our Site, the App, or the Shoaly Platform contains links to other websites or resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of such other websites or resources or their contents. We have no control over the contents of those websites or resources, or how they handle any links we provide to them, and we accept no responsibility for them or for any loss or damage that may arise from your use of them.

5. Content Uploading

5.1 We may from time to time enable features that allow you to upload any photograph, video, comments, messages or other content (the User Content). If you use any such feature you must comply with the provisions of this clause 5.

5.2 By uploading any User Content you acknowledge and agree that you are the author and owner of that User Content and all rights in it and that it complies with all applicable laws and is not obscene, defamatory or likely to be offensive to any other person and will not cause any damage to our reputation.

5.3 Subject to our Privacy Policy, you also agree that we have the right to delete any of the User Content that you may upload from time to time and to edit it and use it as we see fit on our Site, the App, and the Shoaly Platform and in connection with any of our other sites, products or services as may exist from time to time, and in connection with any promotion, publicity or marketing of our Site, the App, the Shoaly Platform or any of our other sites, products or services as may exist from time to time.

6. Rules about linking to our Site

6.1 You may link to any page of our Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. However, our Site must not be framed on any other website.

6.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

6.3 You must not establish a link to our Site in any website that is not owned by you and the website in which you are linking must comply in all respects with the provisions of these Terms relating to your use of this Site.

6.4 We reserve the right to withdraw linking permission without notice.

7. Prices advertised on our Site

7.1 If we make any charges for any of our products or services then the price for these may from time to time be quoted on our Site. We take all reasonable care to ensure that such prices are correct at the time when the relevant information was entered onto the system, but they may vary for various reasons, including currency fluctuations. Please confirm the price of any product or service and be sure that you are happy with that before you order that product or service. We will not change any price which has been confirmed on a “purchase confirmation”.

7.2 If we discover an error in the price of any of our products or services that you have ordered we will inform you of this error and we will give you the option of continuing with the purchase at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as mis-pricing, we do not have to provide the product or service to you at the incorrect (lower) price.

8. Our liability to you

8.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

8.2 Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any of our products or services, other than the Site, the App, and the Shoaly Platform, to you. These will be set out in the terms and conditions that relate to the supply of those products or services to you.

8.3 If you are a business user:

(a) we exclude all implied conditions, warranties, representations or other terms that may apply to our Site, the Shoaly Platform, the App, or any Shoaly Material;
(b) we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
(i) use of, or inability to use, our Site, the App, or the Shoaly Platform:
(ii) use of or reliance on any Shoaly Materials.
(c) in particular, we will not be liable for:
(i) loss of profits, sales, business, or revenue;
(ii) business interruption;
(iii) loss of anticipated savings;
(iv) loss of business opportunity, goodwill or reputation; or
(v) any indirect or consequential loss or damage.

8.4 If you are a consumer user:

(a) please note that we provide our Site, the App, and Shoaly Platform to you only for domestic and private use and not for any commercial or business purposes. We will therefore not have any liability to you for any loss of profits, loss of business or loss of business opportunity, or for any business interruption;

(b) if defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation.

8.5 Where we supply to you coordinates for a location as part of our Services, for use with navigation devices, we shall not be liable to you for any inaccuracies in the coordinates supplied nor for any consequence, however arising, of the provision of inaccurate coordinates.

9. Events outside our control

9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control. An “Event Outside Our Control” is:
“any act or event beyond our reasonable control, including without limitation accident to or breakdown of delivery vehicle, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.”

10. Responsibility for computer viruses and internet transmissions

10.1 We do not guarantee that our Site or the Shoaly Platform, the App, or any Shoaly Materials will be secure or free from bugs or viruses.

10.2 You are responsible for configuring your information technology, computer programmes and platform to access our Site, the App, and Shoaly Platform. You should use your own virus protection software.

10.3 You must not misuse our Site, the App, Shoaly Platform or any Shoaly Materials by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the App, or Shoaly Platform, the server on which our Site or Shoaly Platform is stored or any server, computer or database connected to our Site or Shoaly Platform. You must not attack our Site, the App, or Shoaly Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We shall be entitled to report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site, the App, the Shoaly Platform and any Shoaly Materials will cease immediately.

10.4 Please be aware that internet transmissions are never completely private or secure and that any message or information you send using or via our Site, the App, or the Shoaly Platform may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

11. Communications between us

11.1 When we refer, in these Terms, to “in writing”, this will include e-mail.

11.2 If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail to [email protected] We will confirm receipt of this by contacting you in writing, normally by e-mail.

11.3 If we have to contact you or give you notice in writing, we will generally do so by e-mail to the e-mail address you have most recently provided to us

11.4 If you have signed up to receive our newsletter then we will send this to you from time to time. If you wish to unsubscribe you may do so at any time.

12. Other important terms

12.1 We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms.

12.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

12.3 These Terms are between you and us. No other person shall have any rights to enforce any part of these Terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise and we and you will not need their consent to cancel or make any changes to these Terms.

12.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

12.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

12.6 These Terms are in the English language. If you choose to translate them into any other language then the English language will be the version that applies.

12.7 These Terms are governed by and interpreted in accordance with English law. This means any dispute or claim arising out of or in connection with these Terms will be governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.